0001104659-17-046599.txt : 20170724 0001104659-17-046599.hdr.sgml : 20170724 20170724204113 ACCESSION NUMBER: 0001104659-17-046599 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170720 FILED AS OF DATE: 20170724 DATE AS OF CHANGE: 20170724 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BECKER DOUGLAS L CENTRAL INDEX KEY: 0001072473 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17979196 MAIL ADDRESS: STREET 1: C/O 650 DUNDEE ROAD STREET 2: SUITE 370 CITY: NORTHBROOK STATE: IL ZIP: 60062 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC. CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 4 1 a4.xml 4 X0306 4 2017-07-20 0 0000912766 LAUREATE EDUCATION, INC. LAUR 0001072473 BECKER DOUGLAS L 650 S. EXETER STREET 12TH FLOOR BALTIMORE MD 21202 1 1 1 0 Founder, Chairman & CEO Employee Stock Option (right to buy) 23.20 2017-07-20 4 D 0 756368 0.00 D 2023-10-02 Class B Common Stock 756368 0 D Employee Stock Option (right to buy) 17.44 2017-07-20 4 A 0 756368 0.00 A 2023-10-02 Class B Common Stock 756368 573008 D Employee Stock Option (right to buy) 23.36 2017-07-20 4 D 0 114790 0.00 D 2026-10-25 Class B Common Stock 114790 0 D Employee Stock Option (right to buy) 17.44 2017-07-20 4 A 0 114790 0.00 A 2026-10-25 Class B Common Stock 114790 0 D The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on July 20, 2017. Pursuant to the Option Repricing, the exercise price of each "Relevant Option" (any stock option awarded by Laureate Education, Inc. (the "Company") between October 2, 2013 and December 31, 2016 (inclusive)) has been amended to reduce such exercise price to $17.44, which was the average closing price of a share of the Company's Class A common stock, par value $0.004 per share ("Class A Common Stock"), as reported on the Nasdaq Global Select Market over the twenty (20) calendar days preceding July 20, 2017. There have been no other changes to the terms of the Relevant Options. Pursuant to an agreement (the "Founders' Agreement") among Douglas L. Becker, Steven M. Taslitz, R. Christopher Hoehn-Saric and one other founder of Sterling (the "Sterling Founders"), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including the Issuer. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. In light of the Founders' Agreement, each of Messrs. Taslitz and Hoehn-Saric may be deemed to indirectly beneficially own a portion of the shares of the Company's Class B common stock, par value $0.004 per share ("Class B Common Stock"), issuable upon the exercise of the option and has made a separate Form 4 filing with respect thereto. The option is vested with respect to 641,764 of the underlying shares of Class B Common Stock and will vest with respect to an additional 114,601 of such shares on December 31, 2017. Each share of Class B Common Stock is convertible into one share of Class A Common Stock upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation. The exercise price of this stock option was previously reported as $23.26. The option will vest with respect to 114,790 of the underlying shares of Class B Common Stock on June 17, 2018. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by the reporting person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. /s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker 2017-07-24